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Closing of Counsel Acquisition

Retrocom Mid-Market Real Estate Investment Trust (TSX:RMM.UN) (the "REIT" or "Retrocom") announced today that it has closed the acquisition of six investment properties totalling approximately 812,000 square feet, as previously announced on December 14, 2010. The total purchase price of approximately $142.5 million (inclusive of approximately $2.5 million of transaction costs) was satisfied by the assumption of existing mortgage debt of $60.3 million, additional financing placed on one of the acquired properties, proceeds received from the REIT's recent equity offering, operating line draws and cash on hand. The portfolio is 98% leased with an overall average remaining lease term of approximately 11 years on anchor tenants and over 8 years on the overall portfolio. The addition of this portfolio will increase the REIT's investment property base by approximately 38%.

The previously announced acquisition of the development land parcel located in Saint John, New Brunswick, with a purchase price of $0.6 million, is expected to close early in 2011.

Opening IFRS Fair Value of Investment Properties

The REIT also announced today the valuation results of its investment property upon transition to International Financial Reporting Standards ("IFRS") for its opening statement of financial position as at January 1, 2010. The REIT's portfolio, consisting of 23 investment properties on January 1, 2010 was appraised in its entirety by a national external appraiser for a fair value totalling $373.5 million, which represents a $62.6 million increment over the book value reported under Canadian GAAP on December 31, 2009. The external appraiser used a range of capitalization rates which resulted in a weighted average capitalization rate for the REIT's portfolio of approximately 8.59%. The opening January 1, 2010 fair value adjustment to investment property does not include the newly acquired Counsel portfolio.

The fair values of the REIT's portfolio for the interim periods of 2010 have not yet been finalized, however due to the tightening of capitalization rates throughout the year, the REIT expects to recognize an increase in fair value of its investment properties from its opening IFRS statement of financial position to the nine-month period ending September 30, 2010.

About Retrocom Mid-Market REIT

Retrocom Mid-Market REIT is an Ontario unincorporated open-end real estate investment trust which focuses on owning and acquiring mid-market commercial properties in primary and secondary cities across Canada with the objective of producing a geographically diversified portfolio of properties with stable and growing cash flows.

Cautionary Statements

This press release contains forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", and by discussions of strategies that involve risks and uncertainties. The forward-looking statements are based on certain key expectations and assumptions made by the REIT. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Although management of the REIT believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that future results, levels of activity, performance or achievements will occur as anticipated. Neither the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements, and no one has any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or such other factors which affect this information, except as required by law.

"Capitalization rate" is not a measure recognized under Canadian generally accepted accounting principles ("GAAP") and does not have any standardized meaning prescribed by GAAP. Capitalization rate is presented in this press release because management of Retrocom believes that this non-GAAP measure is relevant in interpreting the purchase price of the properties being acquired. Capitalization rate, as computed by Retrocom, may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to capitalization rate reported by such organizations.